DBU-2 Articles of Amendment of Domestic Business Corporation is the District of Columbia form that a domestic for-profit corporation uses to change information in its original articles of incorporation or in earlier amendments. It is issued by the Corporations Division of the DC Department of Licensing and Consumer Protection (DLCP) and asks for a Certificate of Amendment. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the original PDF is published by DLCP at the link below.
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What is DBU-2?
Form DBU-2, Articles of Amendment of Domestic For-Profit Corporation, is the District of Columbia Corporations Division form a domestic for-profit corporation files to amend information stated in its original articles of incorporation or in earlier amendments, and to request a Certificate of Amendment.
The form is filed under Title 29 of the D.C. Code (Business Organizations Act). It cites § 29–308.06 as the authority for a domestic business corporation and refers to § 29-301.04 for the information an amendment must contain. A filing fee applies; the form sends you to the Corporate Fee Schedule posted online for the amount.
The form has six numbered items: the corporation's name, the text of each amendment, provisions for any exchange, reclassification or cancellation of issued shares, the date each amendment was adopted, the manner in which the amendment was adopted or filed (option A, B or C), and the name and signature of the Governor or Authorized Person.
This is a corporate filing. Anyone searching for a DC business license will find that DBU-2 does something different: it amends how a corporation is described in its articles. It cannot be used to amend the registered agent or the incorporator.
Who needs to file DBU-2?
A domestic for-profit corporation in the District of Columbia that wants to change information reflected in its original articles of incorporation, or in amendments already made to them, files Form DBU-2. The form is signed by the Governor or Authorized Person named in item 6.
Exclusions and limits printed on the form:
- Articles of amendment may not amend the registered agent or the incorporator. Do not use this form for those changes.
- The form is for a domestic for-profit corporation. It lists Domestic Business Corporation, § 29–308.06, as the entity type and authority.
Which approval route applies to your amendment is chosen in item 5:
- (A) the amendment was approved by the incorporators or by the board of directors, as the case may be, and shareholder approval was not required;
- (B) the amendment was approved by the shareholders in the manner required by § 29-308.06 and by the articles of incorporation; or
- (C) the amendment is being filed pursuant to § 29-301.04.
Signing the form means agreeing that anyone who makes a false statement can face criminal penalties under DCOC § 22-2405.
When to file DBU-2
File Form DBU-2 once the corporation has adopted the amendment it wants recorded. Item 4 asks for the date of each amendment's adoption, and item 5 asks whether the incorporators or board of directors approved it without shareholder approval, whether the shareholders approved it, or whether it is being filed under § 29-301.04, so the approval step comes before the filing.
The form prints no filing deadline or renewal cycle of its own. If an amendment provides for an exchange, reclassification or cancellation of issued shares, the provisions for carrying it out (item 3) go in the same filing. The form states that it applies for a Certificate of Amendment, which is what the filing is meant to produce. The form gives no processing time; call the Corporations Division at (202) 442-4432 with questions.
Documents you need
- A statement setting out the text of each amendment adopted or the information required by § 29-301.04, if it does not fit in item 2; the form says you may attach it.
- A statement of the provisions for implementing the amendment, if an amendment provides for an exchange, reclassification or cancellation of issued shares; the form says item 3 may be answered by an attached statement.
How to fill out DBU-2
Confirm the amendment is allowed
Check that the change is to information in your original articles of incorporation or earlier amendments. The form may not be used to amend the registered agent or the incorporator.
Enter the corporation name
In item 1, enter the name of the domestic for-profit corporation.
State the text of each amendment
In item 2, enter the text of each amendment adopted, or the information required by § 29-301.04. You may attach a statement instead of writing it all on the form.
Add share exchange provisions if needed
In item 3, complete this only if an amendment provides for an exchange, reclassification or cancellation of issued shares. Give the provisions for implementing the amendment, or attach a statement.
Enter each adoption date
In item 4, enter the date each amendment was adopted.
Select how it was adopted
In item 5, select A, B or C. Choose A if the incorporators or board approved it and shareholder approval was not required, B if the shareholders approved it as required, or C if it is filed pursuant to § 29-301.04.
Name the Governor or Authorized Person
In item 6, enter the name of the Governor or Authorized Person who is signing for the corporation.
Sign the form
In item 6A, the Governor or Authorized Person signs. Signing means agreeing that a false statement can lead to criminal penalties under DCOC § 22-2405.
Review and download the completed PDF
Check items 1 to 6A and any attached statements, then download or print the completed PDF from FillingPDF. Submit it with payment through the channels described under How to submit.
How to submit DBU-2
You can file Form DBU-2 by mail or, where the agency offers it for this filing, online through CorpOnline.
- By mail: send the form and the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300.
- Online: the form says many corporate filings are available online. Go to https://corponline.dlcp.dc.gov and sign in with Access DC to proceed. Online filings are paid by credit card.
- Questions: call the Corporations Division at (202) 442-4432.
A filing fee applies. The form directs you to the Corporate Fee Schedule posted online for the current amount, and it tells you to mail the required payment together with the form. You can attach a statement for the text of each amendment (item 2) and for the share provisions in item 3. FillingPDF lets you fill out and download the PDF; submission follows the DLCP channels above.
Common mistakes to avoid
- Using Form DBU-2 to amend the registered agent or the incorporator; the form states that articles of amendment may not amend either.
- Leaving item 5 unmarked or choosing more than one option; the form asks you to select A or B or C.
- Omitting the date of each amendment's adoption in item 4 when the corporation adopted more than one amendment.
- Skipping item 3 when an amendment provides for an exchange, reclassification or cancellation of issued shares.
- Submitting the form without the signature of the Governor or Authorized Person in item 6A.
- Mailing the form without the required payment; the form says to mail all forms and required payment together.
- Mailing the form to a street address instead of the PO Box 712300 address in Philadelphia, PA printed on the form.
- Expecting a filing to be taken as a DC business license; DBU-2 only amends a corporation's articles.
Frequently asked questions
What is Form DBU-2 used for?
Form DBU-2 lets a domestic for-profit corporation amend information in its original articles of incorporation or earlier amendments and apply for a Certificate of Amendment. It is filed with the DLCP Corporations Division under Title 29 of the D.C. Code.
Is Form DBU-2 a DC business license?
No. Form DBU-2 is a corporate filing that amends a domestic for-profit corporation's articles and requests a Certificate of Amendment. If you searched for a DC business license, this form does not apply for one.
Can I change my registered agent with Form DBU-2?
No. The form states that articles of amendment may not amend the registered agent or the incorporator. Use it only for other information shown in the original articles or earlier amendments.
Where do I mail Form DBU-2?
Mail the form and the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. The Corporations Division phone number printed on the form is (202) 442-4432.
Can I file Form DBU-2 online?
The form says many corporate filings are available online through CorpOnline at https://corponline.dlcp.dc.gov, where you sign in with Access DC, and that online filings are paid by credit card. Check CorpOnline to see whether this amendment is offered there.
Is there a fee to file Form DBU-2?
Yes, a filing fee applies. The form refers you to the Corporate Fee Schedule posted online for the amount. Mailed filings go with the required payment, and online filings are paid by credit card.
Who signs Form DBU-2?
The Governor or Authorized Person signs in item 6A and prints their name in item 6. By signing, you agree that anyone who makes a false statement can face criminal penalties under DCOC § 22-2405.
What do options A, B and C mean in item 5?
Option A means the incorporators or board approved the amendment and shareholder approval was not required. Option B means the shareholders approved it as § 29-308.06 and the articles require. Option C means it is filed pursuant to § 29-301.04.
Can I fill out Form DBU-2 online on FillingPDF?
Yes. You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the form with DLCP; you submit it through the agency's channels.
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